United States securities and exchange commission logo





                            March 13, 2023

       David Stybr
       Chief Executive Officer
       Livento Group, Inc.
       17 State Street
       New York, NY 10004

                                                        Re: Livento Group, Inc.
                                                            Amendment No. 7 to
Registration Statement on Form 10-12G
                                                            Filed February 27,
2023
                                                            File No. 000-56457

       Dear David Stybr:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Form 10-12G filed February 27, 2023

       Business
       Trends in Our Markets, page 9

   1.                                                   In light of your
disclosure that your software product was developed to run portfolio
                                                        analyses and to provide
improved portfolio management and performance, please revise
                                                        the assertion that the
company does not have to comply with regulatory requirements.
       Liquidity and Capital Resources, page 24

   2.                                                   On page 25 you state,
"Each movie is produced in separate company so risk of failure is
                                                        mitigated for Livento
as a holding company." Please clarify this statement. Tell us who
                                                        produces the movies.
Tell us if the production company is a related party as defined
                                                        in ASC 850-10-20.
 David Stybr
Livento Group, Inc.
March 13, 2023
Page 2
3.       With regard to your real estate project you state on page 26 that "The
project was financed
         by 65% by bank loans which will be repaid on the sale of the units."
It does not appear
         that these bank loans are recorded in your financial statements.
Please revise accordingly.
Description of Registrant's Securities to be Registered
Common Shares, page 31

4.       Your disclosure that your Certificate of Incorporation authorizes you
to issue 500,000,000
         shares of common stock appears to be inconsistent with the last
amendment to your
         Certificate of Incorporation (filed as Exhibit 3.9), which authorizes
800,000,000 shares of
         common stock. Please revise or advise. Similarly, we note updates to
your disclosure
         regarding the amount of authorized shares of blank check preferred
stock. Please explain
         why this change was made and file an updated Certificate of
Incorporation, if applicable.
Consolidated Statements of Equity, page 39

5.       On page 31 you list various share issuances during the past two fiscal
years. Please
         reconcile these share issuances to your Consolidated Statements of
Equity.
6.       On page 32, you state, "The Company has designated and issued 100
shares of Series A
         Preferred stock. The owner of these shares has 51% of all voting
rights, regardless of the
         number of other shares issued. Our CEO, David Stybr, owns all of these
shares and can
         control our affairs." Also, on page 41 you state, "Nugene
International Inc. issued its 100
         units of class A preference shares delivering 51% control and
5,000,000 units of Class C
         preference shares in acquisition of all the identifiable assets and
Liabilities of Livento
         Group LLC." Neither the Series A Preferred shares nor the 5,000,000
units of Class C
         preference shares are included in your consolidated statement of
stockholders equity.
         Please explain or revise accordingly.
Consolidated Statements of Cash Flows, page 40

7.       Tell us if actual cash was transferred for the purchase of intangible
assets, long term
         investments, co-investments, common stock issued, additional paid in
capital. We note
         that 704,723,838 shares were issued for services during the year ended
December 31,
         2021. If some of these transactions were non-cash activities please
revise per guidance in
         ASC 230-10-50-3 to 50-6.
Note 5 - Common-Control Transaction - ASC 805-50, page 45

8.     You state, "Livento Group, LLC Transfer 100% of its shares to Nugene
International Inc
       in exchange of A class voting shares and C class shares, of net assets,
this was an
FirstName LastNameDavid Stybr
       exchange of equity interests between entities under the control of the
same parent." In this
Comapany    NameLivento
       regard,             Group,
               please disclose the Inc.
                                    common control parent and why you believe
they controlled
March both  entities
       13, 2023  Pageprior
                       2 to the exchange.
FirstName LastName
 David Stybr
FirstName  LastNameDavid Stybr
Livento Group,  Inc.
Comapany
March      NameLivento Group, Inc.
       13, 2023
March3 13, 2023 Page 3
Page
FirstName LastName
Notes to Consolidated Financial Statements - December 31, 2022, and 2021
Note 6 - Long Term Investments, page 47

9.       With regard to your real estate investment, you state, "The cost to
produce this asset is
         currently USD97,171,659 and contains works of people and acquisition
of initial project.
         Company already sold $2,000,000 with $100,000 profit so actual value
is $7,171,659."
         Please clarify this statements and tell us how you accounted for the
$97,171,659 cost to
         produce this asset. You also disclose that the $2,000,000 sale
occurred on September 6,
         2022. Since your revenue for the twelve months ended December is only
$1,966,202, it is
         not clear how your recorded the sale in your financial statements.
Please revise
         accordingly.
10.      On page 22 you state that you "believe the capital generated from the
disposal of our real
         estate properties will provide the required cash for these
operations." You also disclose
         material long term investments related to real estate. Given the
significance of your real
         estate investments, tell us and disclose how you account for real
estate transactions. Your
         response should address how you considered ASC 970, ASC 606, and ASC
610-20.
Note 7 - Intangible Assets, page 48

11.      We note you amortize movie intangible assets at 20% per annum using
the straight line
         method. This amortization method does not appear to be in accordance
with ASC 926-20-
         35. Please explain or revise accordingly. Also, provide disclosure in
accordance with
         ASC 926-20-50.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Inessa Kessman, Senior Staff Accountant, at (202)
551-3371 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments about the financial statements and related matters. Please contact
Lauren Pierce, Staff
Attorney, at (202) 551-3887 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Technology
cc:      Frank J. Hariton